Heavy rainstorms earlier in the week left Grant Park's fields a bit moist and muddy, but also cleared out a heat wave, leaving the city's lakefront not exactly cool, but much more bearable than last year's Mojave-like fry-up.

A three-day pass to see so much music may be a bargain, but it's not exactly cheap at $150 (a VIP access pass that included unlimited food/drink and massages in the Lolla Lounge was $1,250). The crowd had an almost uniform look: tank tops and cargo shorts, with personality expressed in T-shirts--including the TV show "The Office," Amoeba Records, the band Broadcast, Beer Advocate magazine, or always witty "Dumbledore dies on page 567."

On Friday (8/4), England's Aqualung benefited from gorgeous weather and a crowd with fresh ears. On the Adidas/Champs stage (the corporate logos this year are tastefully small, if not absent), Matt Hales played electric piano and worked his way through some tricky falsettos, even tuning himself up with a spontaneous ditty about a "sad bastard." Aqualung, a quartet for this show, have a sound that's a step up in maturity from that of rock heroes like U2 and Coldplay; it resembles The Divine Comedy or "Bends"-era Radiohead, and it went over like sunshine and fresh air.

The Eels, on the other hand, played as a raw three-piece ,emphasizing their garage-y, quirky aspects. Singer E wore two pairs of aviator goggles, and the band took an unannounced water break mid-song to near silence.

On the Playstation stage, a smaller set-up not too far from Lake Michigan's sailboats, Ohmega Watts proved that non-commercial, old-school-referencing hip-hop could turn a big crowd on. With three extra MCs (from a crew called Lighthearted) and three turntables, they scratched their way through tunes about breath mints and the history of hip-hop.

When you have but one album out, you've got to pepper your set with covers, as did The Raconteurs. Jack White, in a plaid cowboy shirt, introduced his drummer as having "the attention span of a nuclear physicist," but the band's set was keg-party loose, and the better for it. Originals like "My Baby's on the Level" rocked alongside a straight version of "It Ain't Easy" and an almost metalized cover of Gnarls Barkley's "Crazy." White soloed wildly throughout and joked, "There's free ice cream. If not, see me after the show and maybe I'll buy you one."

Covering tunes, whether familiar or not, proved to be a natural reflex for main-stage acts, proving that they weren't strictly pimping product, and that they had their own fan-ish obsessions. But it didn't always pan out. Ryan Adams, when not rambling about getting eggs for lunch, played a few Grateful Dead tunes, mostly to his fans' dismay.

Rock-festival vets the Violent Femmes are a rite of passage at this point, and in no need of covers. Midway into their "Blister in the Sun," kids ran down the park steps for them. In the Mindfield area, VHS or Beta's DJ set included "Funky Town," as well as DFA 1979, approximating an au courant dance club for the ravers.

Sleater-Kinney, the only all-female rock act at the fest, have announced they are breaking up, but demonstrated Friday night that the trio have varied their rock attack in the last decade. Janet Weis thumped and hammered, and Carrie Brownstein recalled summers in Chicago before switching into rifftastic guitar-deity mode. The evolution of Brownstein’s playing may be the source of tension in the band, but who knows? Brownstein also takes lead vocals for "Modern Girl" singing “my whole life looks like a picture of a sunny day” and generally steals the show with stage moves.

As night fell, Death Cab for Cutie [ tickets ]'s Ben Gibbard shifted back and forth in front of a tree-patterned backdrop on the Bud Light stage, as if he was doing mini-aerobics. He uttered lines like "through a pinhole, your love is gonna drown" on “Marching Bands of Manhattan” and veered into a rocking ending.

As for day two, it was Aussie trio Wolfmother that grabbed the buzz in the middle part of the day, rocking a bit like Grand Funk filtered through Nirvana. Wolfmother bassist Chris Ross took the Hammond organ parts, flying to the keyboard, falling to his knees and spontaneously kicking his speaker cabinet. The band played an extended version of "Woman," jamming it out and seemingly finishing the set with a bang. The problem was that the set wasn't quite over, so the band quickly pulled things back together. "We would like to take you on another psychedelic journey, Chicago," Andrew Stockdale said before the group launched into "The Joker and the Thief."

Later, Gnarls Barkley, with a live band that included a four-piece string section and a trio of back-up singers in addition to a Fender Rhodes tapping Dangermouse, took the main stage to the opening chords of "We Are the Champions," wearing Fila tennis whites (with racquets). The band bulked up its tunes from the hit album "St. Elsewhere" with covers of The Greenhornes and The Doors.

Elsewhere, The Smoking Popes and Dresden Dolls competed for the attention of the angsted and alienated. Chicago's Popes (with singer Josh Caterer in black tie) ripped through romantic love songs at buzzsaw pace, while the Dolls galloped into cabaret-style dirges such as "Half Jack." The Dolls were the only band of the day to decry corporate logos---probably because there were barely any to speak of.

Besides some low-key marketing by State Farm and Apple iTunes (workers passed out cards for free downloads, offsetting the price of admission--or at least, the $3 bottles of water), festival-goers would have had to hunt for sponsored areas, such as the Airstream trailer where Adidas passed out its swag.

Saturday's (8/5) momentum built with The Flaming Lips and their patented onstage circus. Wayne Coyne noted that Chicago has been the center of the group's fanbase for a decade, and rallied the audience to sing to stop the bombing of Lebanon (to wide approval) as he and the band launched into explosive and lovely versions of "She Don't Use Jelly" and the closer "Do You Realize?" The stage was populated by dozens of sexy aliens and Santa Clauses as Coyne gleefully fired a streamer gun, sometimes straight-up. Next, the electronic act Thievery Corporation (introduced by Perry Farrell himself) made use of live sitar and bass and revolving MCs and singers, but The New Pornographers (sans Neko Case) held their audience in more rapt attention, casually banging out "My Slow Decent into Alcoholism" as the drummer twirled sticks.

As night fell, Kanye West [ tickets ]'s hometown crowd was well over 50,000 and enthralled as he opened with "Diamonds of Sierra Leone" but the one-minute blackouts between songs, long snippets of Eurythmics and minor sound problems kept his set from being triumphant. More spontaneous was Paris-based Spanish rocker Manu Chao's version of political Latin ska-punk, which mixed revolutionary sympathies with street pop.

Literate bar-rockers The Hold Steady and bedroom dance-poppers Hot Chip made massive conversions early on day three, while bluegrass-updaters Nickel Creek continued the cover tune theme with bits of "The Wait" and a full-blown version of Britney Spears' "Toxic." Andrew Bird's stripped-down band, just he and a drummer/keyboardist, mesmerized as Bird sampled his own violin riffs and played over them. Massive crowds went for Matisyahu and The Shins, but, tucked away on the wooded BMI stage, Chicago's Assassins (headed by local pop vet Joe Cassidy) made good with a guitars-and-synths sound that owes something to New Order.

In the afternoon, the limitations of '80s-obsessed doom rockers She Wants Revenge became apparent. Singer Justin Warfield often turned his back to the audience, but then went stage front to try to engage them. The awkward band only succeeded when it turned the tempo and volume up, otherwise its tunes bled into one monotonous drone. Not so with Atlanta's Of Montreal, which brought some of the biggest crowds of the whole weekend to the AMD stage by playing glammy, very quirky indie rock with a smile while dressed in drag and gold lame. Looking happy and making people happy do sometimes go hand in hand.

Choosing between Queens of the Stone Age and Wilco [ tickets ] might stretch hometown loyalties, but Sunday, it was a matter of volume. The Queens were much louder, not at all warm and fuzzy and more pedal to the metal, kicking out tunes like "Little Sister" with precision and no nonsense. On the other end of the park, Jeff Tweedy dedicated his band's AM-radio pop style tunes to his wife Susie on their anniversary, and the band brought out horn players for the last few tunes. It was all about warm and fuzzy feelings, but almost hokey. Mixed well, Wilco's ace players aren't very loud past the soundboard, leaving a few thousand underwhelmed.

While Blues Traveler put the jam back in the festival, adding too many solos to their radio hits, Broken Social Scene crowded a smaller stage. When they finished, the crowd chanted "one more song" and "we're not leaving." Minutes later, The Red Hot Chili Peppers [ tickets ] took the massive headliner stage to a crowd that had been assembling for hours: Flea in a Pucci bodysuit and John Frusciante in blue jacket and pink shirt. After noodling a bit, they launched into "Can't Stop," then "Dani California." At some point--and with a bit of a scuffle--security cleared out hundreds of unauthorized visitors to a backstage area, but 50,000 people didn't notice. The band mixed oldies "Me and My Friends" with newer material like "Wet Sand" and "Throw Away Your Television," even giving Frusciante time to play a solo folkie tune (lighters out) before plunging into the megahits like "Give It Away" about 15 songs in. "That last song is about the dirt that we love, a place called California, but it's pretty nice here, too," singer Anthony Kiedis offered at one point.

Lollapalooza, it seems, has found a home.